Pennsylvania LLC Statement of Domestication
Pennsylvania allows an LLC to change its legal home state from another state to Pennsylvania—or from Pennsylvania to another state—using a process called LLC domestication.1 An LLC that completes the Pennsylvania LLC domestication process is still the same company—just governed by a different state’s law.2 It still has the same assets, liabilities, tax history, and contractual rights and obligations as it had before the domestication.3
A Pennsylvania LLC domestication involves multiple steps and requires the preparation of several documents. The primary document filed in Pennsylvania is called a statement of domestication.
What is a Pennsylvania LLC Statement of Domestication?
A Pennsylvania statement of domestication is a legal document that an LLC files with the Pennsylvania Bureau of Corporations when domesticating to or from Pennsylvania.4 A statement of domestication creates an official record that the LLC has changed its domicile and is now a Pennsylvania LLC—or is no longer a Pennsylvania LLC if domesticating to another state. The Bureau of Corporations publishes a statement of domestication form (Form DSCB:15-375) that LLCs use when domesticating into or from Pennsylvania.
If the LLC is domesticating to Pennsylvania, its new certificate of organization must accompany the statement of domestication.5 If the LLC is domesticating from Pennsylvania to another state, the statement of domestication must be accompanied by tax clearance certificates issued by the Pennsylvania Department of Revenue and the Department of Labor and Industry.6
What Information Must a Pennsylvania Statement of Domestication Include?
Pennsylvania’s domestication law includes a list of provisions that an LLC’s statement of domestication must contain.7 A Pennsylvania statement of domestication must include:
- The LLC’s current name, state of organization, entity type, and the date it was initially formed;
- If the LLC is currently organized in Pennsylvania or is registered in Pennsylvania as a foreign LLC, the LLC’s registered office address in Pennsylvania;
- If the LLC is an out-of-state LLC domesticating to Pennsylvania (and is not already registered as a foreign LLC in Pennsylvania), the LLC’s registered office required under its current state’s law or (if none) its principal office address;
- The LLC’s name, state of organization, and entity type after the domestication;
- If the LLC will be a Pennsylvania LLC or a registered foreign LLC in Pennsylvania after the domestication, the LLC’s registered office address in Pennsylvania after the domestication;
- If the LLC is domesticating to another state and will not be registered as a foreign LLC in Pennsylvania, the LLC’s registered office address in the new state or (if none) its principal office address after domestication;
- The domestication’s effective date if it is not effective upon filing;8
- A statement that the domestication was approved in accordance with Pennsylvania law;9 and
- If the LLC is domesticating to Pennsylvania, the LLC’s certificate of organization as an attachment.
An LLC that domesticates to or from Pennsylvania can include in its statement of domestication any other provisions that are not prohibited by law.10 Additional provisions may be included on a separate sheet attached as an exhibit to the completed statement of domestication form.
Other Names for a Statement of Domestication
Some states that allow LLCs to change their state of formation call the procedure conversion.11 States that authorize LLC domestications or conversions use different names for the legal document an LLC files. Pennsylvania calls the document a statement of domestication. Names that other states use include:
- Articles of conversion;
- Statement of conversion;
- Certificate of conversion;
- Articles of domestication; or
- Certificate of domestication.
Even if both states use the same name for the domestication document, it is important to prepare the form correctly for each state. Another state’s law may require information in its statement of domestication different from what Pennsylvania requires.
Filing the Pennsylvania Statement of Domestication
An LLC domesticating to Pennsylvania or from Pennsylvania to another state must file its statement of domestication with the Pennsylvania Department of State’s Bureau of Corporations. The statement of domestication is typically submitted by mail. A Pennsylvania LLC domesticating to another state can file a signed Pennsylvania plan of domestication in place of the statement of domestication—as long as the plan of domestication includes all necessary information.12
The additional forms that must be submitted alongside a statement of domestication depend on whether the Bureau of Corporations has an existing record of the company.
- An out-of-state LLC that is domesticating to Pennsylvania and that is already registered in Pennsylvania as a foreign LLC before the domestication must submit its new Pennsylvania certificate of organization.13
- An out-of-state LLC that is domesticating to Pennsylvania and that was not previously registered in Pennsylvania as a foreign LLC must submit its new Pennsylvania certificate of organization and a new entity docketing statement (Form DSCB:15-134A).14
- A Pennsylvania LLC that is domesticating to another state and that will not be a registered foreign LLC in Pennsylvania must submit tax clearance certificates from the Pennsylvania Department of Revenue and the Department of Labor and Industry.15
A domesticating LLC must pay the filing fee when submitting the statement of domestication to the Bureau of Corporations. The total filing fee for an out-of-state LLC domesticating to Pennsylvania is $195.00—which includes $70.00 for the statement of domestication and $125.00 for the certificate of organization.16 The filing fee for LLCs domesticating out of Pennsylvania is $70.00.
When is a Pennsylvania Statement of Domestication Effective?
A domestication to Pennsylvania takes effect when the statement of domestication is filed and accepted—unless the statement of domestication indicates a delayed effective date.17 A domestication out of Pennsylvania is effective on the date provided under the new state’s law or when the Pennsylvania statement of domestication becomes effective (whichever is later).
A domesticating LLC that opts for a delayed effective date should carefully coordinate the effectiveness between the two states. Not all states have the same rules for delayed effective dates. An error or misalignment of effective dates can result in a temporary loss of a company’s limited liability status.
Does a Pennsylvania LLC Domestication Require any Other Steps?
The statement of domestication is the key Pennsylvania document that a domesticating LLC files. However, preparation and filing of a statement of domestication is only one step in a multi-step domestication process. To successfully transfer to Pennsylvania, an LLC must:
- Prepare a plan of domestication (called a plan of conversion by some states);
- Prepare the statement of domestication, certificate of organization, and a new operating agreement tailored to Pennsylvania law;
- Prepare the current state’s equivalent of the statement of domestication;
- File the statement of domestication and certificate of organization with the Pennsylvania Bureau of Corporations;
- File the current state’s domestication document with the state’s business filing office (usually the secretary of state); and
- Formally adopt the new Pennsylvania operating agreement and any company resolutions needed to ratify the domestication procedure.
When the domestication process is fully completed, the company is officially a Pennsylvania LLC governed by Pennsylvania law. Although there are other methods of moving an existing business to a new state, domestication is the least disruptive on the business and the most cost-effective and time-efficient in most situations.
- 15 Pa.C.S. §§ 371(a) and (b).
- 15 Pa.C.S. § 376(a)(1).
- 15 Pa.C.S. §§ 376(a) and (h).
- 15 Pa.C.S. § 375.
- 15 Pa.C.S. § 375(a).
- See 15 Pa.C.S. § 139.
- 15 Pa.C.S. § 375(b).
- See 15 Pa.C.S. 136(c).
- See 15 Pa.C.S. § 373(a) and (b).
- 15 Pa.C.S. § 375(c).
- In Pennsylvania, a conversion is a procedure that changes a business entity to a different entity form. 15 Pa.C.S. § 351.
- 15 Pa.C.S. § 375(e).
- See 15 Pa.C.S. § 8821.
- See 15 Pa.C.S. § 134.
- See 15 Pa.C.S. § 139.
- See 15 Pa.C.S. § 153.
- 15 Pa.C.S. § 375(f).